GEA Technologies and DropLeaf Jointly Announce a Letter Agreement for
a Proposed Merger

June 09, 2017 09:00 AM Eastern Daylight Time

CALGARY, Alberta--(BUSINESS WIRE)--GEA Technologies Ltd. (NEX:GEA.H) (“GEA” or the “Company”),
an Alberta corporation, and DropLeaf LLC (“DropLeaf”), a limited
liability company governed by the laws of Nevada, are pleased to
announce that they have entered into a letter of intent for the purpose
of merging their businesses (the “LOI”). DropLeaf has the
exclusive right to grant licenses to producers and processors to develop
branded strains of cannabis, infused and edible cannabis consumables, as
well as ancillary products such as clothing, paraphernalia, posters, and
other products under the Julian Marley, JuJu Royal Ultra Premium
Cannabis brand. JuJu Royal is a brand created for and inspired by Julian
Marley, Reggae Musician and son of the world renowned Bob Marley.

Description of the Transaction

The LOI contemplates GEA acquiring all of the outstanding shares of
DropLeaf in exchange for shares of GEA. Following completion of the
transaction, GEA’s core business would become the business of DropLeaf
and GEA will continue doing business as “International Cannabrands” and
undergo a name change in the future.

The transaction is in the early stages and a number of conditions need
to be met before GEA and DropLeaf can complete a transaction, including
but not limited to: entering into a definitive agreement to merge, the
completion of due diligence, obtaining the necessary shareholder
approvals of the DropLeaf shareholders, the acceptance for listing on
the Canadian Stock Exchange (“CSE”) and the concurrent delisting
from the TSX Venture Exchange, as well as approvals of other applicable
regulatory authorities.

The LOI currently contemplates GEA entering into a definitive agreement
prior to June 21, 2017, to complete a three-cornered amalgamation and
share exchange or similar transaction (the “Proposed Transaction”).
In accordance with the Proposed Transaction, DropLeaf will be
reorganized as a corporation under the laws of Delaware and GEA is
expected to issue common voting shares (“GEA Common Shares”) and
preferred voting shares (“Preferred Shares”) in exchange for all
of the shares of DropLeaf. Assuming that no additional shares of
DropLeaf are issued other than as contemplated under the LOI, the former
DropLeaf shareholders will own approximately 95% of the outstanding GEA
shares on an as-converted basis (non-diluted) following completion of
the Proposed Transaction. The Proposed Transaction is expected to be
accounted for as a reverse take-over.

In connection with the Proposed Transaction, DropLeaf and GEA have
entered into a finders fee agreement whereby the finder group will
receive, at Closing, a finders fee equal to 5% of the aggregate
securities issued pursuant to the Proposed Transaction for efforts made
in introducing the parties and facilitating the Proposed Transaction.

Pursuant to the LOI, during the interim period prior to execution of a
definitive agreement, GEA and DropLeaf have agreed to deal exclusively
with each other in order to pursue the Proposed Transaction. The LOI may
be terminated by either party in certain circumstances, including if the
definitive agreement is not executed prior to June 21, 2017, or
ultimately if the Proposed Transaction is not completed by September 30,
2017.

About DropLeaf Inc.

DropLeaf, a private limited liability Nevada company, was founded in
2014 for the purpose of licensing the JuJu Royal Ultra Premium Cannabis
brand to producers and processors to develop branded strains of
cannabis, infused and edible cannabis consumables, as well as ancillary
products such as clothing, paraphernalia, posters, and other products.
DropLeaf maintains its head office and operations in Denver, CO and
derives its revenue from licensing and other fees and royalties
generated from the various licensees who ultimately distribute and sell
the products.

JuJu Royal is a brand created for and inspired by Julian Marley, Reggae
Musician and son of the world renowned Bob Marley. Julian Marley is an
authentic representation of Rastafarian culture, reggae music and
cannabis culture. The brand encompasses all of these elements and
leverages the natural connection between the artist, Julian Marley,
reggae music, and cannabis which DropLeaf believes will allow it to
capture a significant share of the branded cannabis market. In 2014,
DropLeaf obtained an exclusive, worldwide license to use Julian’s name
and image for cannabis, cannabis edibles, other derivatives, and branded
merchandise relating to cannabis, including but not limited to clothing,
posters and rolling papers. Provided DropLeaf is in compliance with the
terms of the license agreement (including royalty payments), the license
agreement provides DropLeaf with an initial term of up to 20 years and a
40 year continuing right of first refusal to match any third party offer
to license the brand, which could potentially extend the license term to
a period of 60 years.

To date, DropLeaf has secured key sublicense agreements in Alaska,
California, Colorado, Oregon, Washington and Puerto Rico with plans to
further exploit the expanding market in the state legalized cannabis
industry for both medical and recreational uses. The current sub
licensing agreements are for products such as cannabis flower (including
traditional and popular strains as well as 4 unique, exclusive strains),
concentrates, disposable vape pens and cartridges and edibles. DropLeaf
also has a sublicense agreement with a company that produces products
containing cannabidiol (CBD) (a non-psychoactive chemical compound found
in cannabis). The agreement provides the company with the right to sell
branded CBD products throughout the US and worldwide.

Since inception, DropLeaf has raised approximately US$1,370,0000 in
private capital which has been used to establish the initial sales,
marketing and advertising strategies, protect intellectual property
(such as trademarks) and establish the company’s operations in Denver.

Antonio Ruggieri, GEA President, stated: “After reviewing and analyzing
numerous proposals in various market sectors, GEA is moving forward with
DropLeaf and the Julian Marley brand. We have determined that this would
be in the best interest of the company. As part of our due diligence, we
explored the cannabis market from seed to sale. We strongly believe that
packaging, distribution and brand recognition will become more prominent
in this industry and lead to greater differentiation and success. We are
excited to associate ourselves with DropLeaf who already have existing
sales in the legal recreational market and who have developed a strong
business relationship with some of the leading and most reputable
growers, processors and producers in the US market.”

Travis Belcher, DropLeaf Founder and CEO, stated: “Our vision is to
provide the best products in the cannabis retail market while
maintaining our humanitarian stance within as well as outside of the
industry. As the face of JuJu Royal, Julian Marley is an incredible
person and an authentic representation of Rastafarian culture, reggae
music and cannabis culture. Julian, also known as JuJu, has a worldwide
audience and name recognition as a result of the sale of three
successful albums, hisefforts to use his music sales and
cannabis advocacy to help poor and infirmed peoples in many countries,
as well as the broad fame of his father.”

Additional Financing

In addition to approximately $500,000 of working capital that the
combined entity will have at the time of closing, DropLeaf may conduct
an equity financing of up to US$1 million by way of a private placement,
which will be completed concurrently with the completion of the Proposed
Transaction.

There can be no assurance that the Proposed Transaction will be
completed as proposed or at all. GEA and DropLeaf will provide further
disclosure by way of press releases and updates as such additional
information becomes available.

The LOI currently contemplates the execution of a definitive agreement
on or before June 21, 2017. Should a definitive agreement be executed,
the Proposed Transaction is anticipated to close prior to the end of
August, 2017.

All information contained in this news release with respect to GEA and
DropLeaf was supplied by the parties respectively for inclusion herein.

About GEA

GEA is a technology company with licensed rights to a wireless
technology able to provide high-speed, self-healing networks in remote
locations. A successful transaction with DropLeaf would involve the
disposition by GEA of its technology assets.

Completion of the transaction is subject to a number of conditions,
including but not limited to CSE acceptance. There can be no assurance
that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of GEA should be considered
highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved the
contents of this press release.

Forward-Looking Statements

This news release contains forward-looking statements relating to the
timing and completion of the Proposed Transaction, the future operations
of GEA and other statements that are not historical facts.Forward-looking
statements are often identified by terms such as “will,” “may,”
“should,” “anticipate,” “expects” and similar expressions. All
statements other than statements of historical fact, included in this
release, including, without limitation, statements regarding the
Proposed Transaction and the future plans and objectives of GEA, are
forward looking statements that involve risks and uncertainties. There
can be no assurance that such statements will prove to be accurate and
actual results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from GEA's expectations are risks
detailed from time to time in the filings made by GEA with securities
regulations.

The reader is cautioned that assumptions used in the preparation of
any forward-looking information may prove to be incorrect.Events
or circumstances may cause actual results to differ materially from
those predicted, as a result of numerous known and unknown risks,
uncertainties, and other factors, many of which are beyond the control
of GEA. As a result, GEA cannot guarantee that the Proposed Transaction
will be completed and that any forward-looking statement will
materialize and the reader is cautioned not to place undue reliance on
any forward-looking information.Such information, although
considered reasonable by management at the time of preparation, may
prove to be incorrect and actual results may differ materially from
those anticipated.Forward-looking statements contained in this
news release are expressly qualified by this cautionary statement.The
forward-looking statements contained in this news release are made as of
the date of this news release and GEA will update or revise publicly any
of the included forward-looking statements as expressly required by
Canadian securities law.